Chairman of Board acting on his own

[Guest David C.]

A non profit organization with a 5 member Board of Directors has the chairman doing things on his own without any approvals of the board. He makes monetary commitments of the club and harrases some members. The bylaws do not reference and rules of order.  This is a California incorporated non-profit where the only actual meetings are by board members.  Are Roberts Rules of Order considered the governing rules even though they are not specifically mentioned in the bylaws?  Can the chairman be removed from office based on the above information by a vote of the remaining board?

[jstackpo]

Since your association has not formally adopted RONR, you are put in the slightly ambiguous position of being subject to "the common parliamentary law", which, in your case will, I suppose (but stay tuned for other opinions) be eventually up to the CA courts (if things get that bad) to tell you all about.

 

RONR is commonly recognized as the best statement of the common parliamentary law  -- Chapter 20 may be helpful but it can only be guidance at this point.

 

The "easiest" solution to your problem is to elect a new chairman, but I have no idea how to tell you to get there.

[Dan Honemann]

Since your association has not formally adopted RONR, you are put in the slightly ambiguous position of being subject to "the common parliamentary law", which, in your case will, I suppose (but stay tuned for other opinions) be eventually up to the CA courts (if things get that bad) to tell you all about.

 

RONR is commonly recognized as the best statement of the common parliamentary law  -- Chapter 20 may be helpful but it can only be guidance at this point.

 

The "easiest" solution to your problem is to elect a new chairman, but I have no idea how to tell you to get there.

 

I agree that RONR is commonly recognized as the best statement of the common parliamentary law, but it must be understood that our courts have nothing to do with the formulation of common parliamentary law.

 

The terms “parliamentary law”, common parliamentary law”, and “general parliamentary law”, all refer to rules and precedents adopted or created by deliberative assemblies for the governance of their proceedings. These terms do not refer to anything created by court decisions.

[Edgar Guest]

Can the chairman be removed from office based on the above information by a vote of the remaining board?

 

The plain-vanilla answer is that the body that elects is the body that has the authority to remove.

 

It's likely that the (general) membership elects board members so, absent any other applicable rules or laws, it would be up to the (general) membership to remove him from the board.

 

It's also possible that the board elects its officers so it's possible that the board could remove this person as chair (though not from the board).

 

Your rules may (and no doubt do) vary.

[Transpower]

You should check to see if you have any administrative rules which would apply here.  You could discuss the matter with other board members and form a coalition to "censor" the chair, or you could vote down any motion to ratify the chair's actions and make him pay for these out of his own pocket.

[Thomas Ralph]

You would be wanting to censure, not censor the chair.